TERMS & CONDITIONS

THESE PRODUCT PLACEMENT TERMS & CONDITIONS (the “Terms”) shall govern therelationship between Brand (as defined in the Product Placement Rider; the terms of which areincorporated herein by reference) (hereinafter "Brand") and Experientials LLC, a California limitedliability company (the “Company”), concerning the featured placement of the product or products ofBrand (collectively “Products”) within various parcels of real estate as further set forth herein (Brand andCompany from time to time collectively referred to as the “Parties” and individually a “Party”).

SECTION 1 – PLACEMENT SERVICES

1.1  Product Placement. Company has the contractual right to manage and/or control certain aspectsof parcels of high-end residential real property marketed for short-term rental usage to guestsunder the Experientials name (each a “Property”). In connection therewith, Brand shall providethose certain products of Brand to be featured within a Property (collectively “Product” or“Products”) to Company along with the payment as indicated on the Product Placement Rider(the terms of which are incorporated herein by reference)(the “Placement Fee”). In considerationfor the Placement Fee, Company covenants to feature the Product or Products in a Property inconsultation with Brand. In the event a Product is consumable or perishable, Company mayrequest additional Product from Brand from time to time.

1.2  Term of Placement. Company shall feature the Product for a term as indicated on the ProductPlacement Rider.

1.3  Product Delivery & Installation. Brand shall be responsible for delivering the Product to thedesignated Property. Any costs associated with installation, if any, may be included in theinvoices sent by Company to Brand, the cost of which shall be due and payable to Company.

SECTION 2 – CONDUCT UPON TERMINATION

2.1
Upon Company determining that it will no longer feature the Product of Brand for whatever reason, Company shall notify Brand of its decision to cease the featuring of a Product in aProperty. Upon termination, Brand shall be required to collect any Product that is present in Property, the cost of which shall be borne by Brand. Any monies owed to Company upon thetermination of these Terms for any reason will be remitted to Company in the ordinary course ofbusiness pursuant to these Terms.

SECTION 3 - COMPENSATION

3.1  Placement Fee. The Placement Fee payable to Company by Brand shall be set forth in the Product Placement Rider

3.2  Affiliate Link. Should Brand desire to permit a guest to purchase the Product from a Property, Company may allow Brand to provide an affiliate link to be featured alongside a Product within aProperty to allow a guest to procure the Product or other products and services of the Brand. Suchaffiliate link shall track the related purchase activity of a guest sourced to or originating from theProperty. The aforementioned notwithstanding, Company reserves the right to feature suchaffiliate links within a Property in its sole and unreviewable discretion.

3.3  Affiliate Link Compensation. Should Brand provide an Affiliate Link as set forth above,Company shall earn a percentage of such sales sourced to such Affiliate Link, whether or not atransaction between the guest and Brand is consummated at a Property.

3.4  Payment Remittance. In the event that compensation is due to Company in connection withSection 3.2 or 3.3, above, Brand shall remit such compensation to Company within thirty (30)days of the end of the calendar month in which such compensation was earned along with areasonably detailed statement outlining the source of the compensation.

3.5  Right to Audit Affiliate Link Compensation. Brand shall allow Company, by any reasonablemeans, viewing access to verify the Affiliate Link Compensation payable under Section 3.2 and3.3, herein.

3.6  Withholding; Other Benefits. All compensation paid pursuant to these Terms shall not subjectto the customary withholding of income and employment taxes – each party shall be solelyresponsible for reporting and paying such taxes on their own accord. Company shall not provideBrand with any coverage or participation in the Company's accident and health insurance, life insurance, disability income insurance, medical expense reimbursement, wage continuation plans, or other fringe benefits provided to its employees, as the case may be.

3.7 Interest Penalty; Collection. In the event a party is delinquent in their payment obligations as set forth herein, any past-due amounts will begin to accrue interest at the rate of two percent (2%) permonth. Upon any payment obligation being more than sixty (60) days past-due, the prejudicedparty may then proceed with collection actions as permitted herein.

SECTION 4 – REPRESENTATIONS AND WARRANTIES OF BRAND

4.1  No Other Contracts. Brand represents and warrants to the Company that there is no contractual obligation to which Brand is subject which prevents Brand from agreeing to these Terms.

4.2  Duly Licensed. Brand warrants that it is duly licensed by its applicable governing body(ies) and is not in default of any such obligations.

4.3  Fitness for Particular Purpose. Brand represents and warrants that the Product to be featured in a Property is fit for its intended purpose and has received all necessary and requiredauthorizations from governmental bodies, as the case may be, prior to being featured in aProperty.

a) In the event a Product is meant for human consumption, Brand represents and warrants that it has or will disclose all known allergens prior to the delivery of Product to a Property. Suchallergens required to be disclosed shall conform with applicable law and, moreover, thoseguidelines as promulgated by the US Food and Drug Administration (FDA). It is incumbentupon the Brand to make known all such allergens and, without limiting any otherindemnification provision set forth herein, Brand shall expressly hold Company harmlessfrom any error in labeling.

4.4 Data Collection. Subject to Section 1, above, Brand represents that it will only use commerciallyreasonable methods to collect data of guests of a Property. Brand further represents that it will notspam or use tactics that are considered predatory or abusive by the Federal Trade Commission, or any other state or federal agency, in connection with the collection and utilization of such guest information.

4.5  No Litigation. Brand warrants that the Products provided pursuant to these Terms are not the subject of, or are implicated in, any active, pending, or threatened litigation, whether inconnection with claims relating to patent, trademark, copyright, product liability or otherwise.Brand covenants to alert Company within five (5) business days of receiving notice of pending orthreatened litigation involving the Product or Products featured in the Property.

4.6  Product Inventory. In the event that the Product is perishable or consumable, Brand shallconsult with Company regarding storage and replenishment of the Product within a Property.

4.7  No Exclusivity. Unless otherwise agreed, Brand acknowledges that Company may featurecompeting products to that of Brand. Company reserves the right to feature Products in its soleand unreviewable discretion.

4.8  Photo & Video. Brand acknowledges that photo and video may be captured of a Product inconnection with its placement within a Property. In connection therewith, Brand waives any rightthat it may have to prohibit the capture of any photo or video of a Product and disseminating saidphoto or video to any third-party, in perpetuity.

SECTION 5 – CONFIDENTIALITY

5.1  Confidentiality. Brand acknowledges and agrees that all financial and accounting records, lists of property, client and guest lists, and other Company data, processes, techniques and informationrelated to its business (hereinafter collectively "Confidential Information") are valuable assets ofthe Company. Except for information which is a matter of public record, Brand shall not discloseany Confidential Information to any person or use any Confidential Information for the benefit ofBrand or any other person, except with the prior written consent of the Company, for so long assuch information remains confidential.

5.2  Return of Documents. Brand acknowledges and agrees that all originals and copies of records,reports, documents, lists, plans, memoranda, notes and other documentation related to the business of the Company or containing any Confidential Information shall be the sole andexclusive property of the Company and shall be returned to the Company upon the written requestof the Company.

5.3  Non-Disparagement. Brand covenants and agrees that it will not either directly or indirectlydisparage Company or its affiliates, owners, directors, managers, officers, employees, agents, orany relative of the aforementioned.

5.4  Non-Solicitation. Brand covenants and agrees that it will not, for three (3) years following theEffective Date (the “Restricted Period”), either directly or indirectly, induce, advise, solicit, orotherwise attempt to secure the customers, clients, employees, officers, or agents of Company, itsaffiliates and its contractors, without the written approval of Company. This shall include, eitherdirectly or indirectly, soliciting or otherwise attempting to secure any then current employees,officers, or agents of Company or affiliates, or other contractors providing services to or forCompany, in any capacity. In addition, during the Restricted Period, Brand shall neither assist norfinance any person or entity in any manner or in any way inconsistent with the intent and purposeof these Terms. The aforementioned notwithstanding, Brand may solicit or market to guestsstaying in a Property from whom Brand collects said guests’ information directly as permittedherein. For the avoidance of doubt, Company will not provide to Brand the personal informationof each guest who stays at a Property, but will permit Brand to incorporate reasonable datacollection methods (e.g. a QR code) with Company’s prior written consent, which shall not beunreasonably withheld.

5.5  Injunction. Brand agrees that it would be difficult to measure damage to the Company from anybreach by Brand of Section 5 and that monetary damages would be an inadequate remedy forsuch breach. Accordingly, Brand agrees that if Brand shall breach Section 5, the Company shallbe entitled to, in addition to all other remedies it may have at law or equity, to an injunction orother appropriate orders to restrain any such breach, without showing or proving actual damagessustained by the Company.

SECTION 6 - MISCELLANEOUS PROVISIONS

6.1  Limitation of Liability. Company shall not be liable to Brand, or any affiliate, member, manager, trustee, beneficiary, shareholder, officer, director or agent of Brand with respect to any actiontaken or not taken by Company in the performance of its obligations under these Terms. Theobligations of Company shall be determined solely by the express provisions of these Terms. Norepresentation, warranty, covenant, agreement obligation or duty of Company shall be impliedwith respect to these Terms. In no event shall Company be liable to Brand for any outage orinability to utilize any affiliate link or QR code in a Property, nor shall Company be liable toBrand for any partial or total loss with regards to the Product.

6.2  Indemnification. Each party shall indemnify, defend, and hold harmless the other and theirrespective officers, directors, employees, agents, successors, and assigns from and against allclaims, damages or the like, arising out of or in connection with any third-party claim, suit,action, or proceeding ("Third-Party Claim") resulting from any actual or alleged breach by a partyof any representation, warranty or covenant under these Terms. Furthermore, Brand shallindemnify, defend, and hold harmless the owner of a Property, Company, their respective officers,directors, employees, agents, successors, and assigns from and against all claims, damages or thelike, arising out of a Third-Party Claim resulting from the use or misuse of a Product to the extentthat the Product, including its workmanship, quality, components, or ingredients, is found to bethe proximate cause of damage to: (i) a Property, (ii) a guest in a Property (whether registered ornot), (iii) and/or the Company.

6.3  Independent Parties. The parties acknowledge that they are independent parties of one anotherand are not an agent, partner, joint-venturer nor employee of the other. Neither party shall havethe authority to bind or otherwise obligate the other party in any manner nor shall either partyrepresent to anyone that it has a right to do so. Without limiting any other indemnificationprovision set forth herein, the parties further agree that in the event that a party suffers any loss or damage as a result of a violation of this provision the violating party shall indemnify and hold harmless the other party from any such loss or damage.

6.4  Intellectual Property. Nothing in these Terms is intended to grant any rights to a party with regard to any and all rights of the other party’s rights to patents, trademarks, copyrights, or otherintellectual property, including Products, any and all photos, videos, or other content that may beshared between the parties in furtherance of these Terms, except as otherwise set forth herein.Brand grants to Company the limited license to use and incorporate the mark(s) of Brand in themarketing and promotion of a Property or the Company for so long as Company may feature aProduct in a Property.

6.5  Successors in Interest; No Assignment. The provisions of these Terms shall be binding uponand inured to the benefit of the heirs, personal representatives, successors and assigns of Brand.Brand acknowledges that the duties of Brand pursuant to these Terms are personal in nature andtherefore such duties may not be assigned to any other party without the express written consentof Company.

6.6  Survival. Any provision hereof which imposes upon Brand an obligation after termination orexpiration of these Terms shall survive termination or expiration hereof and be binding uponBrand.

6.7  Mediation; Arbitration. A cause of action arising out of these Terms includes any cause ofaction seeking to enforce any provision of or based on any matter arising out of or in connectionwith these Terms or the transactions contemplated by it. The parties agree to settle any dispute,action, or proceeding, whether in contract, tort, or otherwise, arising out of these Terms first viamediation, and if such mediation is unsuccessful, the parties agree to binding arbitrationaccording to the then-prevailing procedures as set forth by JAMS.

6.8  Legal Counsel. Brand acknowledges that it has read and understood these Terms in its entiretyand agrees to these Terms voluntarily, free from duress and having had the opportunity to seekindependent legal advice on the matters contained herein.

6.9  No Waiver. No waiver of any provision of these Terms shall be deemed, or shall constitute, awaiver of any other provision, whether or not similar, nor shall any waiver constitute a continuingwaiver. No waiver shall be binding unless executed in writing by the party making the waiver.

6.10  Choice of Law; Jurisdiction. These Terms shall have worldwide effect and be governed by andshall be construed in accordance with the laws of the State of California. Any dispute originatingfrom the performance of these Terms shall be heard exclusively in San Diego County, CA.

6.11  Headings; Ambiguity. The headings contained in the text of these Terms are for convenienceonly. Any ambiguities in the construction of these Terms shall not be construed against eitherparty.

6.12  Integration. These Terms constitute the entire understanding between the parties pertaining to itssubject matter and it supersedes all prior and contemporaneous agreements, representations andunderstandings of the parties, whether oral or written. The aforementioned notwithstanding, theseTerms shall (i) be read in conjunction with the terms and conditions found atwww.experientials.com/terms and in the event of a conflict between those terms and conditionsand these Terms, these Terms shall control; and (ii) be subject to any ancillary exhibits outliningthe placement of the Product within the Property, including the Product Placement Rider,incorporated herein by reference.

6.13  Effective Date. The Effective Date of these Terms is the date by which Brand acknowledges oragrees to these Terms, whether electronically or otherwise.